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Terms and Conditions

1. INFORMATION ABOUT US
1.1 In these terms and conditions, the words “we”, “us”, “our” and similar expressions refer to GDE Grocery Delivery E-Services Canada Inc., a British Columbia company, whose head office address is at 110 Spadina Avenue, Unit 201, Toronto, Ontario, Canada. M5V 2K4.
This page (together with the documents referred to herein) tells you the terms and conditions upon which we, GDE Grocery Delivery E-Services Canada Inc. (hereinafter "HelloFresh"), a British Columbia company, will supply to you the products (Products) listed on our website www.hellofresh.ca (our Site) or on our web applications, mobile applications or via applications on other platforms or devices via one of our subscription services (Services). These terms and conditions are applicable to persons who access our Site, purchase Products or subscribe for our Services on the internet or via any web application, mobile application or other platform or device. Please read these terms and conditions carefully before ordering any Products from us or subscribing to one of our Services. You should understand that by ordering any of our Products or subscribing to one of our Services, you agree to be bound by these terms and conditions. You should also carefully review our Privacy Policy at www.hellofresh.ca/privacy/ before placing an order for products or services through this Site. You should print a copy of these terms and conditions for future reference. Please tick the checkbox in the shopping cart to accept these terms and conditions. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products or Services from us.
2. SERVICE AVAILABILITY
2.1 Our Site, web applications and mobile applications are only intended for use by people residing in selected parts of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Québec, and Newfoundland (Serviced Territory). We do not accept orders from individuals outside the Serviced Territory.
3. YOUR STATUS
By placing an order through our Site, web applications or mobile applications, as applicable, you warrant that:3.1 You are legally capable of entering into binding contracts; and3.2 You are at least 18 years old;3.3 You are resident in the Serviced Territory; and3.4 You are accessing our Site, web applications or mobile applications, as applicable, from the Serviced Territory.
4. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
4.1 After placing an order through our standard order form on our Site, web applications or mobile applications, as applicable, you will receive an e-mail from us acknowledging that we have received your order (Acknowledgement). Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy Products by subscribing to a Service, subject to these terms and conditions. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that your order has been accepted (Confirmation). We may choose not to accept any orders in our sole discretion. The contract between us (Contract) will only be formed when we send you the Confirmation. Note that the Acknowledgement and the Confirmation may be contained in the same email.4.2 The Contract will relate only to those Products whose dispatch we have confirmed in the Confirmation. We will not be obliged to supply any other Products that may have been part of your order until the dispatch of such Products has been confirmed in a separate Confirmation.4.3 THE SUBSCRIPTION PLAN TO OUR SERVICES CONSISTS OF AN INITIAL CHARGE FOLLOWED BY RECURRING PERIOD CHARGES AS AGREED TO BY YOU. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOUR SUBSCRIPTION HAS AN INITIAL AND RECURRING PAYMENT FEATURE AND YOU ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES PRIOR TO DEACTIVATION. HELLOFRESH MAY SUBMIT PERIODIC CHARGES (E.G., WEEKLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE ADVANCE NOTICE THAT YOU WISH TO TERMINATE THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE HELLOFRESH REASONABLY COULD ACT. IF YOUR PRIMARY PAYMENT METHOD FAILS, HELLOFRESH MAY CHARGE AN ALTERNATIVE PAYMENT METHOD TIED TO YOUR ACCOUNT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, LOG ON TO YOUR HELLOFRESH ACCOUNT ON OUR WEBSITE OR CALL 1-855-272-7002.4.4 BY SUBSCRIBING TO OUR SERVICES YOU ARE AGREEING TO PAY RECURRING PERIODIC SUBSCRIPTIONS FOR AN INDEFINITE TIME UNTIL DEACTIVATED BY YOU OR US, ON THE SUBSCRIPTION TERMS SET OUT IN THE APPLICATION FORM YOU HAVE COMPLETED, SUBJECT TO VARIATION IN ACCORDANCE WITH SECTION 4.5 BELOW. YOU CAN DEACTIVATE YOUR SUBSCRIPTION AT ANY TIME, PROVIDED THAT YOU DO SO WITHIN THE APPLICABLE DEACTIVATION NOTICE PERIOD, AS DEFINED IN SECTION 6.1. YOU WILL NOT BE CHARGED FOR ANY DEACTIVATION. YOU CAN RE-SUBSCRIBE AT ANY TIME FOLLOWING YOUR DEACTIVATION, BUT WE RESERVE THE RIGHT NOT TO PERMIT RE-SUBSCRIPTION WHERE WE HAVE PREVIOUSLY ELECTED TO TERMINATE A SUBSCRIPTION BY YOU.4.5 AUTO-RENEWAL. FOLLOWING YOUR INITIAL SUBSCRIPTION PERIOD, YOUR SUBSCRIPTION WILL BE AUTOMATICALLY EXTENDED FOR SUCCESSIVE RENEWAL PERIODS OF THE SAME LENGTH, AT THE THEN-CURRENT NON-PROMOTIONAL SUBSCRIPTION RATE. TO DEACTIVATE YOUR SUBSCRIPTION, YOU MUST CALL 1-855-272-7002 OR VISIT OUR CONTACT PAGE TO CHAT WITH CUSTOMER CARE AND WE WILL DO IT FOR YOU. IF YOU DEACTIVATE, YOU MAY USE YOUR SUBSCRIPTION UNTIL THE END OF YOUR THEN-CURRENT SUBSCRIPTION TERM; YOUR SUBSCRIPTION WILL NOT BE RENEWED AFTER YOUR THEN-CURRENT TERM EXPIRES. HOWEVER, YOU WILL NOT BE ELIGIBLE FOR A PRORATED REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD.4.6 After placing an order through our standard order form on our Site, web applications or mobile applications, as applicable, you will receive an e-mail from us acknowledging that we have received your order (Acknowledgement). Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy Products by subscribing to a Service, subject to these terms and conditions. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that your order has been accepted (Confirmation). We may choose not to accept any orders in our sole discretion. The contract between us (Contract) will only be formed when we send you the Confirmation. Note that the Acknowledgement and the Confirmation may be contained in the same email.4.7 The Contract will relate only to those Products whose dispatch we have confirmed in the Confirmation. We will not be obliged to supply any other Products that may have been part of your order until the dispatch of such Products has been confirmed in a separate Confirmation.4.8 We reserve the right at our absolute discretion not to renew your subscription at any time without giving any reasons for our decision.
5. VOUCHERS AND GIFT CARDS
5.1 We may offer promotional voucher discount codes or other forms of promotional vouchers that are not a form of account credit (“Promotional Vouchers”) and gift cards, voucher credits, promotional or refund credits, and other types of designated prepaid purchase devices (“HelloFresh Cash”) which may require to be activated by online application in order for the holder of the Promotional Voucher or HelloFresh Cash (Holder) to receive delivery of Products through a Service. If paid for, the Promotional Voucher or HelloFresh Cash is deemed to have been sold at the time of payment for it. All of these terms and conditions shall become applicable as between us and the Holder upon the earlier of (a) payment for the Promotional Voucher or HelloFresh Cash, if applicable; and (b) when the Holder redeems the Promotional Voucher or HelloFresh Cash by applying for a Service to commence. Please refer to the separate HelloFresh Cash terms and conditions for complete terms.5.2 A Voucher may only be used once by its Holder and may not be copied, reproduced, distributed or published either directly or indirectly in any form or stored in a data retrieval system without our prior written approval.5.3 We reserve the right to withdraw or deactivate any Voucher (other than a paid-up gift card) for any reason at any time.5.4 Vouchers may only be redeemed through our Site, web applications or mobile applications and not through any other website or method of communication. To use your Voucher you will be required to enter its unique code at the online checkout and use of such code will be deemed to confirm your agreement to these terms and conditions and any special conditions attached to the Voucher.5.5 Any discounts attached to Vouchers apply to the price of the Products ordered and to standard delivery charges, excluding additional shipping fees, unless stated otherwise. Discounts do not apply to any separate add-on charges or premium charges made through your account.5.6 With free box vouchers, you must have an active subscription on the day of your scheduled delivery. We reserve the right to cancel delivery of the Product should you deactivate your subscription before the aforementioned delivery date.5.7 Free Sides for Life/Free Breakfast for Life offer only valid for new customers with offer code and/or link and qualifying auto-renewing subscription plan purchase. Qualifying auto-renewing subscription plan purchase means that the new customer has to sign up to an auto-renewing subscription using the free for life offer code and/or link they receive and keep that voucher code and/or link active (meaning it cannot be used with another offer). This applies to all box sizes that HelloFresh offers. One free side or breakfast item per weekly box added by the customer to any eligible subscription plan for as long as the customer remains active; if the subscription is canceled, this offer becomes invalid and will not be reinstated upon reactivation. Limited items offered weekly and may vary. Not all HelloFresh offered side or breakfast items are eligible. No cash value. Not valid on premiums, meal upgrades, add-ons, taxes or shipping fees. May not be combined with gift cards or any other promotion. Void outside of Canada and where prohibited. Offer cannot be sold or otherwise bartered. HelloFresh has the right to cancel or modify the Free for Life offer at any time and, in such event, current eligible customers will be provided with a substitute item or credit of approximately equal value (each item is assigned a value of up to $5 CAD). Additional restrictions may apply.
6. CONSUMER RIGHTS
6.1 If you are contracting as a consumer, and select to receive delivery on a weekday, you may deactivate your Contract at any time up to: four (4) days in advance of your scheduled delivery at 11:59 PM PST. (Please note: your delivery day may be pushed back over long weekends or on statutory holidays, but your order deadline will remain the same.) You will receive a full refund of the price paid for the Products in accordance with our refunds policy (set out in clause 10 below). 6.2 To deactivate a Contract, you can contact Customer Care [ https://www.hellofresh.ca/contact-us?locale=en-CA ] stating that you wish to terminate your Contract and your full name and registered email address.6.3 As our Products contain fresh and perishable food, we do not accept returns. This does not affect your right to cancel your subscription.6.4 You can modify a meal to suit your preferences. Customization options are available for select recipes. This feature gives you the flexibility to tailor the recipe to your tastes by substituting specific ingredients. To customize your meal for select recipes, simply look for the "Custom Recipe" label on your weekly menu, click the "customize this meal" icon, and choose your ingredient swap.
7. RISK AND TITLE
7.1 The Products are sold “FOB Destination, Freight Prepaid and Added”, at your specified delivery address.7.2 Transfer of title and risk occurs when the Products arrive and are delivered at your specified delivery address.7.3 The Products will be at your risk from the time of delivery at your specified delivery address.7.4 To maintain the integrity of Products after delivery, we recommend that you immediately refrigerate or freeze perishable items.
8. PRICE AND PAYMENT
8.1 The price of the Products and our delivery charges, if any, will be as quoted on our Site, web applications or mobile applications from time to time, except in cases of obvious error. We are not responsible for pricing, typographical or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.8.2 Product prices include applicable taxes.8.3 Product prices and delivery charges, if any, are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Confirmation and will apply no earlier than thirty days following notice to you..8.4 Payment for all Products and Services must be by credit card or PayPal. We accept payment with American Express, Visa, Mastercard, and via PayPal. We reserve the right to change the payment methods we accept at any time. We will not charge your credit card or PayPal account for a weekly delivery until after the deactivation deadline for such weekly delivery, with the exception of your first delivery under one of our Services which may occur immediately following your initial subscription to said Service.8.5 You represent and warrant that (i) the payment information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card or PayPal account for your purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.8.6 If a payment is not successfully paid and you do not edit your payment method or cancel your purchase of a Product, you remain responsible for any uncollected amounts and authorize us to continue billing the payment method, as it may be updated. HelloFresh reserves the right to collect any outstanding payment due, and may transfer the collection of your outstanding balance to a third party collection agency.
9. OUR REFUNDS POLICY
9.1 If you refuse a Product from us:9.1.1 Because you have deactivated the Contract between us within the applicable notice period (see clause 6.1 above), we will process the refund due to you as soon as possible and, in any case, within 30 days of the day you gave notice of deactivation. In this case, we will refund the price of the Product in full, and any applicable delivery charges.9.1.2 For any other reason (for instance, because you have notified us in accordance with clause 21 that you do not agree to a change in these terms and conditions or in any of our policies, or because you consider that the Product is defective), we will notify you of your refund, if any, via phone or e-mail within a reasonable period of time. We will usually process the refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you via phone or e-mail that you were entitled to a refund. If all or part of a Product (Defective Item) is defective, we will credit you an amount equivalent to the value of the Defective Item towards a future purchase, including any applicable delivery charges and any reasonable costs you incur in refusing the Defective Item. 9.2 We will usually refund any money received from you using the same method originally used by you to pay for your purchase.
10. LIMITED WARRANTY AND DISCLAIMER
We warrant to you that any Product purchased from us through our Site, web applications or mobile applications will, on delivery, conform with its description, be of satisfactory quality, and be reasonably fit for all the purposes for which products of that kind are commonly supplied.Our responsibility for defective Products is limited to replacement or refund. Our responsibility for defective Services is limited to re-performance or refund.THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY, AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT OR SERVICE THAT YOU HAVE PURCHASED FROM US, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT.
11. OUR LIABILITY
11.1 If we fail to comply with these terms and conditions we shall only be liable to you for, at most, the purchase price of the Products. 11.2 Nothing in this agreement excludes or limits our liability for any matter for which it would be illegal for us to exclude or attempt to exclude our liability.11.3 You agree to defend, indemnify and hold harmless us, our affiliates and licencors and their respective affiliates, and each of their directors, officers, agents, contractors, partners, representatives and employees, from and against any loss, liability, threatened or actual claim, demand, damages, costs and expenses, including reasonable legal fees, arising out of or in connection with your breach of these terms and conditions or your violation of any law or the rights of any third party with respect to the Site, our web and mobile applications, the Products or the Services. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you here-under, and you shall cooperate as fully as reasonably required by us.
12. WRITTEN COMMUNICATIONS

By submitting your email to HelloFresh you are indicating an interest in HelloFresh and may receive email marketing communications.If you elect to receive marketing and support text messages from us, either via our website or by sending a text message indicating your consent, you are providing (and signing) your prior express written consent to receive recurring marketing or promotional and support text messages from us (each, a “Text Message”) sent through an automatic telephone dialing system. These may include cart abandon messages. Message frequency varies. We reserve the right to alter the frequency of messages sent at any time, so as to increase or decrease the total number of sent messages. This service is optional, and your consent is not a condition for purchase. You can opt out of receiving any further Text Messages from this program at any time by replying “STOP” to any Text Message you receive from us. For help, reply “HELP” to any Text Message you receive from us or call 1-855-272-7002. Your mobile provider’s message and data rates may apply to our confirmation Text Message and all subsequent Text Message correspondence according to your individual rate plan provided by your wireless carrier. Please consult your mobile service carrier’s pricing plan to determine the charges for browsing data and sending and receiving Text Messages. Under no circumstances will we or our affiliates be responsible for any Text messaging or wireless charges incurred by you or by a person that has access to your wireless device or telephone number. If your carrier does not permit Text messages, you may not receive the Text Messages. Neither we nor the wireless carriers (such as Bell) will be liable for any delays in the receipt of, or failure to deliver, any Text Messages, as delivery is subject to effective transmission from your network operator. Text Message services are provided on an “AS IS” basis. Data obtained from you in connection with any Text Message services may include your cell phone number, your provider’s name and the date, time and content of your text messages. We may use this information in accordance with our Privacy Policy to contact you and to provide the services you request from us. For more information on how we use telephone numbers, please read our Privacy Policy. From time to time we offer our users the chance to invite friends to HelloFresh by sharing a discounted or free box, whichever offer (if any) is available at that time. By sending a discounted or free box, your name will appear in the email sent to your referred friend. The discounts offered for friend referrals may change at any time and without notice. Discounts granted under the refer a friend program cannot be combined with other offers and/or rebates.Applicable laws require that some of the information or communications we send to you should be in writing. When using our Site, web applications or mobile applications you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website or via our web applications or mobile applications in our sole discretion. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

13. NOTICES
All notices given by you to us must be given to GDE Grocery Delivery E-Services Canada Inc. by contacting Customer Care by visiting:[https://www.hellofresh.ca/contact-us?locale=en-CA ]. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 13 above. Notice will be deemed received and properly served immediately when posted on our Site, 24 hours after an e-mail is sent, or on the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
14. TRANSFER OF RIGHTS AND OBLIGATIONS
14.1 The contract between you and us is binding on you and us and on our respective successors and assignees. 14.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent. 14.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.14.4 These terms and conditions do not and are not intended to confer any rights or remedies upon any person other than you.
15. INTELLECTUAL PROPERTY RIGHTS
15.1 We are the owner or the licensee of all intellectual property rights in our Site, web applications and mobile applications whether registered or unregistered, and in the material published on it. These works are protected by copyright laws and all such rights are reserved.15.2 You may print off one copy, and may download extracts, of any pages from our Site, web applications and mobile applications for your personal reference. You must not use any part of our copyright materials for commercial purposes without first obtaining a license to do so from us and our licencors.15.3 If you post comments or reviews on the Products or Services to any website, blog or social media network (Commentary) you must ensure that such Commentary represents your fairly-held opinions. By subscribing to the Services you irrevocably authorize us to quote from or repost your Commentary on our Site, web applications and mobile applications and in any advertising or social media outlets that we may create or contribute to.
16. EVENTS OUTSIDE OUR CONTROL
16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).16.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:16.2.1 Strikes, lock-outs or other industrial action; 16.2.2 Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;16.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;16.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;16.2.5 Impossibility of the use of public or private telecommunications networks; and16.2.6 The acts, decrees, legislation, regulations or restrictions of any government.16.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.16.4 Availability and Delivery. Your order will be fulfilled by the delivery date set out in the Confirmation or, if no delivery date is specified, then within 30 days of the date of the Confirmation, absent the occurrence of a Force Majeure Event. In the event of a Force Majeure Event, we are not liable for the cost of any compromised or failed deliveries; however, we reserve the right to refund you for all or part of any such compromised or failed deliveries as we see fit.
17. WAIVER
17.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations. 17.2 A waiver by us of any default will not constitute a waiver of any subsequent default. 17.3 No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 13 above.
18. SEVERABILITY
If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
19. ENTIRE AGREEMENT
19.1 These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any Contract.19.2 We each acknowledge that, in entering into a Contract, neither of us relies on any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them.19.3 Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract. 19.4 Nothing in this clause limits or excludes any liability for fraud.
20. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
20.1 We have the right to revise and amend these terms and conditions from time to time for any reason including to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities. 20.2 You will be subject to the policies and terms and conditions in force at the time that you order Products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).
21. LAW AND JURISDICTION
Contracts for the purchase of Products from us and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by Ontario law and the federal laws of Canada applicable therein. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of Ontario. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the courts of Ontario; and (ii) that the Products and the Services shall be deemed passive that do not give rise to personal jurisdiction over HelloFresh, either specific or general, in jurisdictions other than Ontario.

 HELLOFRESH CASH TERMS & CONDITIONS Effective Date: August 12, 2025

  1. By obtaining, loading or using a HelloFresh voucher credit, promotional or refund credit, gift card, or similar prepaid purchase device designated by HelloFresh as HelloFresh Cash, with a monetary value issued by HelloFresh (collectively, “HelloFresh Cash”), you agree to be legally bound by (and to comply with) the following HelloFresh Cash terms and conditions (the “Terms”). You also agree to be legally bound by (and to comply with) the GDE Grocery Delivery E-Services Canada Inc. (“HelloFresh”) current general terms and conditions (available at https://www.hellofresh.ca/about/termsandconditions, the “General Terms”), any Additional Terms (defined below) as applicable, and the HelloFresh privacy policy (available at https://www.hellofresh.ca/about/privacy, the “Privacy Policy”).

In the event of any conflict or any inconsistency between any provision of these English Terms and: (i) the General Terms and/or Privacy Policy; (ii) Additional Terms, and/or, (iii) disclosures or other statements contained in any HelloFresh Cash-related materials, the HelloFresh website, the French version of these Terms, and/or point of sale, television, print or online advertising; the terms and conditions of these English Terms shall prevail, govern and control to the fullest extent permitted by law (unless otherwise expressly stated within such General Terms, Privacy Policy, Additional Terms and/or disclosures or other statements). For certainty, these Terms apply as of the Effective Date above to HelloFresh Cash issued on or after such Effective Date.

2. IMPORTANT NOTE: HELLOFRESH CASH IS STRICTLY A FORM OF HELLOFRESH PAYMENT DEVICE WITH A MONETARY VALUE THAT IS PAID IN ADVANCE BY HELLOFRESH OR YOU (AS APPLICABLE, SUBJECT TO THE TERMS BELOW) WHICH ALLOWS YOU TO ACQUIRE ELIGIBLE HELLOFRESH PRODUCTS AND SERVICES EXCLUSIVELY THROUGH HELLOFRESH. HELLOFRESH CASH IS NOT LEGAL TENDER, REAL CURRENCY, REWARD POINTS OR AN EXCHANGE UNIT. HelloFresh Cash may not be used outside of the HelloFresh platform and can be redeemed solely for eligible purchases of HelloFresh products and services. Once obtained, HelloFresh Cash does not have an equivalent amount in real currency and cannot be exchanged for cash (except where required by law) and cannot be used to make a payment on a credit account. You may not return or cancel HelloFresh Cash and no refunds will be provided (except where required by law or as expressly set out in these Terms). Purchases made using HelloFresh Cash may not be cancelled, returned or refunded except in accordance with the General Terms or at HelloFresh’s sole and absolute discretion.
  1. As of the Effective Date above, the following types of HelloFresh Cash are issued by HelloFresh:

HelloFresh gift cards; HelloFresh voucher credits; and, HelloFresh promotional and refund credits (including, without limitation, promotional credits issued by HelloFresh through a referral program or customer care).

Promotional vouchers issued by HelloFresh (for example, promotional voucher discount codes or other forms of promotional vouchers that are not a form of Customer Account credit) (collectively, “Promotional Vouchers”) do not qualify as a HelloFresh voucher credit and are not HelloFresh Cash. Please access the General Terms to review the terms and conditions applicable to Promotional Vouchers. For certainty, HelloFresh may make amendments to the types of HelloFresh Cash issued at any time without notice, as further set out in these Terms below.

4. At HelloFresh’s sole and absolute discretion and at any time, HelloFresh may load an amount of HelloFresh Cash on a complementary basis, free of charge, for a limited marketing, advertising, promotional, and/or customer care purpose (a “Promotional Load Amount”) accessible through your HelloFresh customer account (a “Customer Account”). The amount and form of any Promotional Load Amount added as HelloFresh Cash to your Customer Account by HelloFresh shall be determined at HelloFresh’s sole and absolute discretion and will be communicated via the Website, marketing and advertising materials and/or your Customer Account, email address, mailing address, or any other contact information HelloFresh has for you. In addition to these Terms, a Promotional Load Amount shall be subject to any additional terms and conditions stated by HelloFresh within such communication (including, without limitation, any expiry date that may be applicable) (the “Additional Terms”). For certainty, any HelloFresh gift card gifted to you by HelloFresh shall qualify as a Promotional Load Amount.
5. At HelloFresh’s sole and absolute discretion and at any time, HelloFresh may allow you to load a non-refundable amount of HelloFresh Cash (a “Customer Load Amount”) accessible through your Customer Account. The amount(s) and form of a Customer Load Amount that you may load as HelloFresh Cash to your Customer Account shall be determined at HelloFresh’s sole and absolute discretion and will be communicated via the Website, marketing and advertising materials and/or your Customer Account, email address, mailing address, or any other contact information HelloFresh has for you. In addition to these Terms, a Customer Load Amount shall be subject to any Additional Terms stated by HelloFresh within such communication. For certainty, a HelloFresh gift card purchased by you, or gifted to you by any person other than HelloFresh, qualifies as a Customer Load Amount.
6. A Customer Load Amount may be loaded to your Customer Account using the payment methods provided on our Website. A minimum amount per transaction to load a Customer Load Amount may apply (any such minimum load amount that applies will be determined at HelloFresh’s sole and absolute discretion and will be published in the applicable Additional Terms). A maximum balance of $1,000 CAD in Customer Load Amounts may be loaded in HelloFresh Cash to your Customer Account at any time. HelloFresh may amend a minimum load amount and the maximum balance at any time without notice.
7. Upon any Promotional Load Amount or Customer Load Amount of HelloFresh Cash being accessible through your Customer Account, the HelloFresh Cash will be available as a method of payment for purchase(s) through your Customer Account of eligible goods and services available on the HelloFresh Website (https://www.hellofresh.ca/) in Canada (the "Website"). HelloFresh Cash must be applied at the time of purchase and will not be automatically applied to any order. HelloFresh Cash cannot be used to purchase other HelloFresh Cash (unless otherwise determined at HelloFresh's sole and absolute discretion).
8. Your HelloFresh Cash balance (which, for certainty, shall be the total of your Customer Load Amount(s) and Promotional Load Amount(s), less any payments made with your HelloFresh Cash) can be viewed in your Customer Account using the Website at any time.
9. If the balance of your HelloFresh Cash on your Customer Account is not sufficient to pay the total amount of an order, HelloFresh will use an additional payment method made available by you for the remaining balance of the order. HelloFresh reserves the right to use any HelloFresh Cash on your Customer Account to settle any amount due for previous unpaid orders.
10. Customer Load Amounts of HelloFresh Cash do not expire and no dormancy fees will be charged. To the fullest extent permitted by applicable law, Promotional Load Amounts of HelloFresh Cash, as applicable, may be subject to an expiry date as set out in the corresponding Additional Terms. Promotional Load Amounts of HelloFresh Cash, as applicable, will expire upon subscription cancellation.
11. HelloFresh Cash is not transferable and can only be used on your Customer Account for HelloFresh purchases in Canada. For the avoidance of doubt, HelloFresh Cash is valid for HelloFresh brand purchases only and cannot be used for any other brand operated by HelloFresh.
12. To the fullest extent permitted by applicable law, HelloFresh may suspend, terminate or limit the functionality or usage of any HelloFresh Cash on your Customer Account by giving you reasonable prior notice. We will not give you notice where we have reasonable grounds for believing that immediate termination, limitation or suspension is required (including, without limitation, if we reasonably suspect fraudulent or abusive use, an error has occurred, if we are subject to a legal obligation or if you are in breach of our Terms).
13. To the fullest extent permitted by applicable law, HelloFresh does not represent or warrant that all or any type of HelloFresh Cash will always be available. The availability of all or any type of HelloFresh Cash has no predetermined termination date and may continue until such time as HelloFresh decides to terminate the issuance of all or any type of HelloFresh Cash. HelloFresh may terminate the issuance of all or any type of HelloFresh Cash at any time, with or without notice.
14. In the unlikely event that the issuer of this product becomes insolvent, some or all of the amount held may not be available to be spent.
15. It is your responsibility to keep your HelloFresh Customer Account credentials secure. HelloFresh its parent company, subsidiaries, affiliates, related entities, service providers, and any other entity or person involved in the organization, administration or fulfillment of HelloFresh Cash and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns (collectively, the “Released Parties”) are not responsible for any unauthorised use of your HelloFresh Cash.
16. In the event that HelloFresh discontinues the HelloFresh Cash function without reasonable notice or otherwise has a legal obligation to return any Customer Load Amount contributed towards a HelloFresh Cash by you, any refund will be processed in accordance with applicable law. Under no circumstances will HelloFresh refund any amount that exceeds the monetary Customer Load Amount loaded as HelloFresh Cash by you.
  1. To the fullest extent permitted by applicable law and in its sole and absolute discretion, HelloFresh reserves the right to amend and/or suspend all or any portion of these Terms and any other information relating to HelloFresh Cash (including, without limitation, any Additional Terms) at any time and without notice. Any such amendment will be effective immediately upon posting the amended Terms to the Website, and, to the fullest extent permitted by applicable law, you waive any right you may have to receive specific notice of such amendment. Only where required by applicable law or at HelloFresh’s sole discretion, HelloFresh will provide notice of amendment to these Terms, as set out below.

IMPORTANT NOTE – THE FOLLOWING PARAGRAPH ONLY APPLIES TO UNILATERAL AMENDMENTS THAT AFFECT HELLOFRESH CASH PURCHASED BEFORE THE AMENDMENT COMES INTO EFFECT: Where required by applicable law or at HelloFresh’s sole discretion, HelloFresh will provide written notice of a proposed amendment to these Terms at least 30 days (or such longer period as may be required by applicable law) before the amendment comes into effect, using your Customer Account, email address, mailing address, or any other contact information HelloFresh has for you, or by posting written notice to the Website, in HelloFresh’s discretion. If you do not agree with a proposed amendment pursuant to this section, you may request to terminate eligible HelloFresh Cash for a refund of the remaining balance, at no cost or penalty, by sending HelloFresh a notice to that effect: (a) at any time in the 30 day period prior to the amendment coming into effect; or, (b) if the amendment increases your obligations or decreases HelloFresh’s obligations under these Terms, no later than 30 days after the amendment comes into effect.

To the fullest extent permitted by applicable law, your continued use of your HelloFresh Cash following an amendment, suspension or notice period, as applicable, constitutes your full acceptance of, and agreement to be legally bound by, these Terms as revised. This section shall not limit the General Terms, including the right for HelloFresh to make changes to the Website or revise the General Terms, which may affect your ability to use your HelloFresh Cash.

18. THE RELEASED PARTIES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO HELLOFRESH CASH, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IF HELLOFRESH CASH IS NON-FUNCTIONAL, YOUR SOLE REMEDY, AND THE RELEASED PARTIES’ SOLE LIABILITY, SHALL BE THE REPLACEMENT OF SUCH HELLOFRESH CASH. CERTAIN PROVINCIAL/TERRITORIAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. To the maximum extent permitted by applicable law, by obtaining, loading or using HelloFresh Cash, you hereby: (i) release the Released Parties from any loss, liability, claim, demand, damage or expense that arises in connection with your HelloFresh Cash; and (ii) agree to accept all responsibility for, and hereby agree to indemnify, defend and hold harmless the Released Parties from and against any loss, liability, claim, demand, damage or expense asserted by any entity or person relating in any way to your breach of any of these Terms or that may arise from actions taken by you or for any unauthorized access to use or misuse of your HelloFresh Cash or the Website. Without limiting the generality of the foregoing, the Released Parties are not responsible for: (a) late, lost, misdirected, delayed, incomplete or incompatible HelloFresh Cash-related information; (b) any failure of HelloFresh Cash, the Website, or any other HelloFresh Cash-related software, hardware or other type of system; (c) any technical malfunction or other problems of any nature whatsoever, including, without limitation, those relating to the telephone network or lines, electronic transmission, computer on-line systems, servers, access providers, computer equipment or software, any inability to access the Website or other online service, the failure of any information to be received, or for any other technical or non-technical error or malfunction; (d) any injury or damage to participant’s or any other person’s computer, mobile device, tablet or other device related to or resulting from the purchase or use of HelloFresh Cash; (e) incorrect or inaccurate transcription of information or any human error or printing error; and/or (f) any combination of the above. To the extent liability in this section is due to the consequences of the Released Parties’ own act, this section will not apply to residents of Quebec.
19. The decisions of HelloFresh with respect to all aspects of these Terms are final and binding without right of appeal. All HelloFresh Cash-related information is and remains the sole and exclusive property of HelloFresh. The collection, use and disclosure of personal information in connection with HelloFresh Cash is governed by the Privacy Policy. By obtaining, loading or using a HelloFresh Cash, you agree that HelloFresh may collect, use and disclose your personal information to administer and fulfill your HelloFresh Cash, including without limitation provide and manage your HelloFresh Cash, communicate with you about your HelloFresh Cash (including via electronic communications) and otherwise use your personal information with your consent or at your direction, as set out in the Privacy Policy. This section does not limit any other consent(s) that you may provide HelloFresh or others in relation to the collection, use and/or disclosure of their personal information, or alter in any way the terms or conditions of any other agreement you may have with HelloFresh for other products or services.
20. To the fullest extent permitted by applicable law, all issues and questions concerning the construction, validity, interpretation and enforceability of these Terms, or the rights and obligations of you and the Released Parties in connection with HelloFresh Cash shall be governed by, and construed in accordance with, the laws of the province of Ontario and the Federal laws of Canada applicable therein, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other jurisdiction. To the extent applicable and without limiting any of the foregoing arbitration terms, you hereby irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario in the City of Toronto in relation to all disputes arising from or related to these Terms, and any related matters.
21. To the maximum extent permitted by applicable law, in the event HelloFresh is unable or fails to perform any of its duties and obligations under these Terms by reason of a force majeure event or occurrence (defined as any event or occurrence beyond the reasonable control of HelloFresh, including without limitation without limitation fires, strikes, protest, work stoppages, lockouts, riots, interventions by civil or military authorities, technological errors or disruptions, natural disasters, any act, regulation, directive or recommendation of any government or public authority, civil tumult, strike, lock-out or union or labour dispute, union or labour regulation, directive or disruption, supply chain disruption, epidemic, pandemic), the Released Parties will not be liable for (and you hereby release the Released Parties from any loss, liability, claim, demand, damage or expense in connection with) such inability or failure to perform.
22. Each provision of these Terms is distinct and severable. If any provision of these Terms, in whole or in part, is or becomes illegal, invalid or unenforceable in any jurisdiction by any court of competent jurisdiction, then: (a) such illegality, invalidity, or unenforceability shall be modified to the minimum extent necessary to effect compliance is such jurisdiction; and (b) the illegality, invalidity or unenforceability of that provision, in whole or in part, will not affect: (i) the legality, validity or enforceability of the remaining provisions of these Terms, in whole or in part; nor (ii) the legality, validity or enforceability of that provision, in whole or in part, in any other jurisdiction.
23. For information about your HelloFresh Cash, including your remaining balance, visit your Customer Account or contact Customer Care by visiting https://www.hellofresh.ca/contact-us?locale=en-CA.